Most teachers have been good students. Some students are fast learners and attain the required knowledge and skills easily; others are obedient, hard workers. In either case, teachers are likely to believe that if students really try, they will do well. Listening to students over many years, the author has learned that this is probably not true. Many students have a very difficult time learning the material required in schools. Some are pressed into service at home or into part-time jobs and have little time for study; some have, literally, no place to read and write. Many are poorly prepared for academic work; some lack aptitude for such work. Many find academic studies irrelevant; their interests and school requirements simply do not match. In this article, she discusses what educators learn when they listen to their students and how this knowledge can be used to shape what they do in teaching. It can help them to select and arrange curriculum, plan lessons, choose instructional methods, and seek better modes of evaluation. What they learn from students should induce them to reflect on all they do and all they are asked to do.